Overclocking is definitely =not= something you want to think about with a new system and bleeding edge hardware. And really, OC'ing has become the stock car modding of the decade. The systems are so powerful now that there really isn't a need to do it. That said, you -can- tweak things on nearly all the motherboards these days through the BIOS, including CPU voltage settings. But I would recommend reading at the OC websites, then finding an old box you won't mind smoking, and experimenting on that first. About the only motherboard maker I know of that -hasn't- had a run of stinkers at one time or the other is Tyan; they built their business on server and workstation quality boards. You pay for it, and they aren't particularly OC friendly, but they work as advertised and are stable. MSI has been one of the better boards in the past; both it and Abit seem to take turns having a bad design run at a release. With the Athlon XP, it was Abit's turn (due to the capacitor farm issue). I haven't really heard one way or the other how the MSI boards are faring. As for the system specs, the only thing you -might- consider is getting a XP64-3000+. That version only has 512k of L2 cache, as opposed to the 1 meg of the 3200+ and above...but the 3000+ has turned in performance numbers almost identical to the 3200+, and is about half to 23rds the price, depending on where you get it. Other than that, I'd say you have a killer on your hands. If you want to play about with the XP-64 beta, make sure they partition your boot drive into mulitple partitions...or if they want an arm and a leg, do it yourself. A nice little 5 gig partition is large enough for the OS and swap file. Still =LOTS= of drivers yet to be written, though...